DRS Dilip Roadlines Ltd.
|BSE: 535126||Sector: Others|
|NSE: DRSDILIP||ISIN Code: INE02CV01017|
|BSE 05:30 | 01 Jan||DRS Dilip Roadlines Ltd|
|NSE 05:30 | 01 Jan||DRS Dilip Roadlines Ltd|
|BSE: 535126||Sector: Others|
|NSE: DRSDILIP||ISIN Code: INE02CV01017|
|BSE 05:30 | 01 Jan||DRS Dilip Roadlines Ltd|
|NSE 05:30 | 01 Jan||DRS Dilip Roadlines Ltd|
Your Directors take pleasure in presenting the 11th Annual Report on thebusiness and operations of the company together with the audited Financial Statementsalong with the report of Auditors for the financial year ended March 312020.
Our Financial Performance for the year ended March 312020 is summarized below:
PERFORMANCE SUMMARY AND STATE OF AFFAIRS
Our performance during the FY 2019-20 was almost flat in terms topline as well itsbottomline.
We have achieved an operational turnover of Rs.152.73 Crore and Profit after Tax (PAT)of Rs.2.29 Crore for the FY 2019-20 as against an operational turnover of Rs.150.24 Croresand profit after tax (PAT) of Rs.2.63 Crores for the FY 2018-19.
Revenue Break up of our operational Income during the FY ended 2019-20 is as hereunder:
Though the income remained almost flat household services continue to dominate theoperational revenues for the Company. Similarly income from other divisions alsocontinued a similar pattern as observed in the previous year.
As far as expenses are concerned marginal increase under some head was offset bydecrease in some other head. Thus overall expenditure also remained flat during the FY2019-20.
FUTURE OUTLOOK VIS A VIS COVID -19
As we all are aware the outbreak of Covid pandemic in our country during the lateMarch 2020 is yet to show any signs of respite. The rising number of cases despite thebest possible safety and precaution measures is creating havoc among one and all. We allare breathing in the environment of fear gloom and uncertainty. Normal life has taken adifferent approach. We are restricting ourselves to meet the basic necessities of life andavoiding undertaking other activities to the extent possible. Amidst the said movementof goods and people have been severely hit during the pandemic. We being a logisticCompany engaged primarily in movement of household goods are experiencing our worsttimes. During first half of the current FY we were mostly making stopgap arrangements visa vis the ongoing tragedy. Despite the unrelenting efforts of our Governments at differentlevels to revive the deteriorating economy the worries are far from over.
In the aforesaid backdrop as of now its beyond our capability to ascertain thecascading impact of the ongoing pandemic on our business operations.
However the management laced with all its experience and acumen shall put all itsefforts to stabilize the Company's operations and achieve good performance as far aspossible.
TRANSFER TO RESERVES:
We do not propose any amount to be transferred to the Reserves for the currentFinancial Year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe company between the end of the financial year and the date of this report. Despite thesaid as discussed above the ongoing Covid may have its own ripple effect on the businessoperations of the Company.
NATURE OF BUSINESS
There has been no change in the nature of business of your Company during the FY ended31st March 2020.
As the members are aware the Company's operations have been adversely affected owingto the ongoing pandemic resulting in uncertain and cascading impact on the topline as wellas bottomline of the Company. In this backdrop the Board of Directors felt it prudent toconserve its internal resources and hence do not recommend any dividend for the financialyear ended 31st March 2020.
The capital structure of the Company as on March 312020 stands as mentioned below:
IPO - UTILIZATION OF PROCEEDS - DEVIATION THEREIN:
As the members are aware your Company raised an amount of Rs.31.50 Crores by way ofIPO during the FY 2018-19. The said IPO proceeds have been deployed as per the Objects andschedule mentioned in the Offer Document. However an amount of Rs.2.44 Crores was usedtowards purchase of trucks and for General Corporate purposes instead of part payment ofterm loans due to urgent business needs. The said deviation was approved by the membersin their previous AGM held on 27.09.2019.
During the FY ended 31.03.2020 out of the said unutilised amount of Rs.2.44 Crores anamount of Rs.1.68 Crore has been utilised and allocated towards part payment of termloans as originally earmarked in the Prospectus. Thus a net deviation of Rs.0.76 Croresstill subsists as on 31st March 2020.
The said deployment / deviation has been reviewed by the Audit Committee of the Companyand has been certified by the Statutory Auditors.
In the said regard necessary disclosures have already been made to the Stock Exchangepursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors is duly constituted and has optimum combination of bothexecutive and nonexecutive directors
Note: Mr. Anjani Kumar Agarwal was appointed to the office of Managing Director inplace of Mr.
Dayanand Agarwal who resigned from his office of Managing Director wef 01.10.2019.
Note: 1. Mr. M. B. Suneel resigned from his office of Independent Director wef29.02.2020
2. Ms. Jonnada Vaghira Kumari appointed to the office of Independent Director wef19.06.2020
Key Managerial Personnel (other than Managing Director):
Pursuant to the provisions of Section 152 of the Companies Act 2013 Ms. ShamanthaDodla retired by rotation at the previous AGM held on 27.09.2019 and was reappointedthereat.
Further during the year under review Mr. Anjani Kumar Agarwal was appointed to theoffice of Additional Director and also as Managing Director in place of Mr. DayanandAgarwal who resigned from his office of Managing Director wef 01.10.2019.
Further Mr. M. B. Suneel resigned from his office of Independent Director wef29.02.2020.
Further Ms. Jonnada Vaghira Kumari was appointed to the office of Independent Directorwef 19.06.2020.
Pursuant to the provisions of Section 152 of the Companies Act 2013 and in accordancewith provisions of Articles of Association of the Company Mr. Sugan Chand Sharma retiresby rotation at the ensuing AGM and being eligible offers himself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received respective declarations from both its Independent Directorsconfirming that they meet the criteria of independence as prescribed under sub-section (6)of Section 149 of the Companies Act 2013 and Regulation 16(1) (b) of SEBI (LODR)Regulations 2015.
Independent Directors of your company have duly met during the year to discuss theperformance of the Non-Independent Directors. Both the independent Directors were presentduring the meeting.
In the opinion of the Board both the Independent Directors of the Company possessintegrity expertise and experience justifying their respective office.
COMPOSITION OF BOARD COMMITTEES
We have in place all the Committees of the Board which are required to be constitutedunder the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Committees were reconstituted in view of changes among Directors.
The composition (upon reconstitution) of committees of the Board is hereunder:
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Internal Complaints Committee
In terms of the requirements of the Companies Act 2013 and the Listing Regulations anannual performance evaluation of the Board is undertaken where the Board formally assessesits own performance with an aim to improve the effectiveness of the Board and theCommittees.
During the year Board Evaluation cycle was completed by the Company internally whichincluded the evaluation of the Board as a whole its Committees as well as peer evaluationof directors. The exercise was led by the Chairman of Nomination and RemunerationCommittee of the Company. The evaluation process focused on various aspects of thefunctioning of the Board and Committees such as composition of the Board and itscommittees experience and competencies performance of special duties and obligationsgovernance issues etc. As an outcome of the exercise it was noted that the Board as awhole is functioning as cohesive body which is well engaged with different perspectives..Further performance evaluation was also carried out for Mr. Sugan Chand Sharma whoretires by rotation and being eligible has offered him self for reappointment.
Also the performance of the Independent Directors was evaluated by the entire Board ofDirectors and all the Independent Directors fulfills the independence criteria and areindependent of the management as set out in the provisions of the Companies Act 2013 readwith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
POLICY ON DIRECTORS' APPOINTMENT REMUNERATION ETC.
The following policies are attached herewith and marked as Annexure-VI and VIIrespectively:
a. Policy for selection of Directors including qualifications positive attributes andindependence of a director evaluation mechanism.
b. Remuneration Policy for Directors Key managerial Personnel and other employees.
Further it is confirmed that the Company has not paid any remuneration to itsNon-Executive Directors apart from the Sitting Fee for each Meeting of the Board /Committee attended by them.
Further the Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non -Executive Directors of theCompany within the overall limits approved by the shareholders if any.
MEETINGS OF THE BOARD OF DIRECTORS
The meetings of the Board are scheduled at regular intervals to discuss and decide onbusiness performance policies strategies and other matters.
The Board has duly met 8 times during the Financial Year 2019-20 i.e. 29thMay 2019 24th August 2019 20th September 2019 28thSeptember 2019 14th November 2019 16th December 2019 28th January2020 30th January 2020.
The intervening gap between any two consecutive Board Meetings was within the periodprescribed under the provisions of the Companies Act 2013.
Attendance at Board Meetings:
INTERNAL FINANCIAL CONTROL SYSTEMS
We have adopted policies and procedures which enables implementation of appropriateinternal financial controls across the organization and also ensures the orderly andefficient conduct of business including adherence to the Company's policies safeguardingof its assets prevention and detection of fraud error reporting mechanism accuracy andcompleteness of accounting records and timely preparation of reliable financialdisclosures. Internal Financial Controls are an integral part of the Risk ManagementProcess addressing financial and financial reporting risks. The Internal FinancialControls have been documented digitized and embedded in the business process.
Assurance on the effectiveness of the Internal Financial Controls is obtained throughour management reviews control self-assessment continuous monitoring by functionalexperts as well as testing of the Internal Financial Control systems by the InternalAuditor during the course of audits. We believe that these systems provide reasonableassurance that our Internal Financial Controls are commensurate with the requirements ofour organization.
AUDITORS Statutory Auditors:
As the members are aware at the 10th Annual General Meeting (AGM) held on27.09.2019. M/s Ramanatham & Rao Chartered Accountants Hyderabad were appointed asStatutory Auditors of the Company for a period of 5 years to hold the office as such tillthe conclusion of 15th AGM.
Pursuant to the aforesaid the Statutory Auditors would continue to hold the office assuch for the ensuing FY.
The Board of Directors based on the recommendations of the Audit Committee hasre-appointed M/s. A Tibrewala & Associates Chartered Accountants Hyderabad as theInternal Auditors of the Company who are submitting its report on quarterly basis.
Pursuant to the provisions of Section 204 of Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Anand Kumar C. Kasat Company Secretary in Practice to undertake thesecretarial audit of the Company.
The copy of said Secretarial Audit Report is attached herewith and marked as Annexure-II.
Statutory Auditor's Observations:
Secretarial Auditors' Observations:
We would like to clarify that the instances of delay reported by the SecretarialAuditor were just clerical in nature and self-explanatory. Further deviation inutilisation of IPO proceeds has been already explained elsewhere in this Report and alsobeen approved by the members in their AGM.
In view of the said no further explanation is being provided thereon.
We confirm that the maintenance of cost records has not been specified by the CentralGovernment under section 148(1) of the Companies Act 2013 and hence accounts and recordsrelated thereto are not required to be made or maintained.
The Company complies with all the applicable Secretarial Standards issued by TheInstitute of Company Secretaries of India.
CONTRACTS OR AGREEMENTS WITH RELATED PARTIES
During the FY under review transactions were conducted by the Company pursuant to theAgreements entered into with its Related Parties during previous years / financial yearunder review.
There are no materially significant related party transactions made by the Company withthe Promoters Directors Key Managerial Personnel or any related party which may have apotential conflict with the interest of the Company at large.
Pursuant to the Company's Policy all the Related Party Transactions are placed beforethe Audit Committee and the Board for its respective approval.
The details of related party transactions which were entered into during the previousyear's/ current Financial Year are provided at Note No. 31 forming part of the Notes toFinancial Statements.
As per Section 134(3)(h) of the Companies act 2013 the particulars of related partytransactions as referred to in Section 188(1) of the Companies Act 2013 have beendisclosed in Form No. AOC - 2 which is appended as Annexure -I to this Report.
Further since the Company does not have any Holding / Subsidiary neither it is aHolding / Subsidiary to any other Company disclosure as required pursuant to Regulation34(3) read with Schedule V thereto is not applicable. Further remuneration paid to Mr.Anjani Kumar Agarwal who holds 17.69 % equity shares in the Company is disclosedelsewhere in this Report. Further there are no other fresh transactions to be reportedpursuant to the said Regulation.
We have neither accepted nor repaid any deposits during the FY ended 31stMarch 2020. Further there were no outstanding deposits as at the beginning of the FY orat any time during the FY 2020. Hence there are no details to be provided pursuant toRule 8 (5) (v) & (vi) of Companies (Accounts) Rules 2014.
Further the details of unsecured loans borrowed from Directors during the FY ended 31stMarch 2020 and / or outstanding as on the said date are as hereunder:
Further the said Director has provided declaration(s) in writing that the amount lentby him is his own funds and not been given out of funds acquired by him by borrowing oraccepting loans or deposits from others.
In accordance with Section 134 (3) (a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format i.e. Form MGT -9 as on 31st March 2020is uploaded on the website of the Company www.drsindia.in and may be accessed at http://www.drsindia.in/images/updates/MGT9%20F.Y19-20.pdf
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the provisions of Section 177 of the Companies Act 2013 and Regulation 22of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas formalized the process and institutionalized Whistle Blower Policy' within theCompany whereby employees and other stakeholders can report matters such as genericgrievances corruption misconduct illegality and wastage/misappropriation of assets tothe Company.
The policy safeguards the whistle blowers to report concerns or grievances and alsoprovides direct access to the Chairman of the Audit Committee.
The details of the vigil mechanism are provided in the Annexure VIII to this Report.
We have been following the principle of risk minimization vis a vis our business needsand the industry norms.
The role of Risk Management department includes the implementation of Risk ManagementSystems and framework review of the Company's financial and risk management policiesassessment of risk and procedures to minimize the same.
The Department has been entrusted with the responsibility to assist the Board in
(a) overseeing and approving the Company's enterprise wide risk management frameworkand (b) overseeing that all the risks that the organization faces such as financialliquidity security property IT legal regulatory reputational and other risks havebeen identified and assessed and ensuring that there is an adequate risk managementmechanism in place capable of addressing those risks.
MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with the provisions of SEBI (LODR) Regulations 2015 a Report on theManagement Discussion and Analysis is set out in Annexure-IV to this Report.
Highest standards of Corporate Governance practices are maintained and followed inevery walk of life of our Company. Corporate Governance is intended to increase theaccountability of the company and avoid massive disasters before they occur. CorporateGovernance is adopted in order to create a corporate culture of transparencyaccountability and disclosure.
DISPATCH OF ANNUAL REPORTS
In compliance with the applicable provisions we shall dispatch the Annual Report forthe FY 2019-20 in electronic format to all our members whose e-mail addresses areregistered and updated with our Registrar & Transfer Agents. To all the other membersthe Annual Report will be sent in physical format.
LISTING & TRADING
Our Equity Shares are listed on NSE Emerge (SME platform of NSE India Limited Mumbai).The listing fee for the financial year 2020-21 has been duly paid. You may further notethat the listing/ trading was never suspended at any time during the financial year2019-20.
Series : SM Symbol: DRSDILIP
ISIN : INE02CV01017
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and as amended inrespect of our employees is annexed herewith and marked as Annexure -V(i).
We do hereby affirm that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other Employees.
Further we do not have any employee whose remuneration falls within the purview of thelimits prescribed under the provisions of Section 197 of the Companies Act 2013 readwith Rule 5(2) (i) & (ii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 i.e.Rs.8.5 lakhs per month or Rs.1.02 Crores per annum Moreover noemployee was in receipt of remuneration in excess of that drawn by the Managing Directoror Whole Time Director and holds by himself or along with his spouse and dependentchildren not less than two percent of the equity shares of the company..
Further details of top ten employees in terms of remuneration drawn during thefinancial year ended 31st March 2020 as required under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedfrom time to time are annexed herewith and marked as Annexure- V (ii).
LOANS GUARANTEES OR INVESTMENTS
We have not given any loan or made investment or given guarantee or provided securityas contemplated under Section 186 of the Act.
DEMATERIALIZATION OF SHARES
Except 48 Shares which are held in Physical mode the entire share capital of ourCompany is held in dematerialized mode as on 31st March 2020.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 134(5) of the Companies Act 2013 the Directors confirmthat:
i. In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed and that no material departures are made from the same ;
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the Financial year and ofthe profits of the company for the period;
iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
iv. The annual accounts have been prepared on a going concern basis.
v. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no orders passed by the Regulators / Courts which would impact the goingconcern status of your Company and its future operations.
Further we confirm that there were no instances of fraud to be reported by theAuditors vide their Report for the FY 2019-20
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:
We strongly support the rights of all our employees to work in harassment - freeenvironment. We have adopted a Policy on Prevention Prohibition and Redressal of SexualHarassment at workplace as per the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 ('POSH Act") andthe Rules made there under. The policy aims to provide protection to employees at theworkplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where employees feel secure.
Further we have in place a Committee under the name and style "InternalComplaints Committee" in compliance of POSH Act which looks into various mattersconcerning harassment if any against women at workplace addresses concerns andcomplaints of sexual harassment and recommends appropriate action.
We further confirm that during the year under review there were no cases filedpursuant to the said Act.
CORPORATE SOCIAL RESPONSIBILITY
Since our Company does not fall within any of the parameters specified under theprovisions of Section 135 of the Companies Act 2013 read with Rules made there underreporting pursuant to Section 134(3) (o) is Not Applicable.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed pursuant to the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 areprovided in Annexure - III to this Report.
ACKNOWLEDGEMENTS AND APPRECIATIONS
Despite the turbulent conditions prevailing across the globe we have been able tosustain ourselves with reasonable growth. We owe all this to the contribution made by theemployees of the Company and acknowledge their hard work and dedication. Further we wishto express our sincere appreciation towards all the customers suppliers banks financialinstitutions advisors Government of India and Government Departments concerned StateGovernments and other authorities for their sustained support and co-operation towardscontributing to the Company's success.
We are also deeply grateful to our shareholders for the confidence and faith that theyhave always placed in us.